EX-10(A)(II)






Exhibit 10(a)(ii)



FY09 Non-U.S. Employees




Restricted Stock Unit Award and Agreement




[DATE]




Dear _____________________:



H. J. Heinz Company is pleased to confirm that, effective as of ___, you have been granted an
award of Restricted Stock Units (“RSUs”) in accordance with the terms and conditions of the Third
Amended and Restated H.J. Heinz Company Fiscal Year 2003 Stock Incentive Plan (the “Plan”). This
Award is also made under and governed by the terms and conditions of this letter agreement
(“Agreement”), which shall control in the event of a conflict with the terms and conditions of the
Plan. For purposes of this Agreement, the “Company” shall refer to H. J. Heinz Company and its
Subsidiaries. Unless otherwise defined in this Agreement, all capitalized terms used in this
Agreement shall have the same meanings as the capitalized terms in the Plan, which are hereby
incorporated by reference into this Agreement.





	1.	 	RSU Award. You have been awarded a total of ___RSUs.
	 
	2.	 	RSU Account. RSUs entitle you to receive a corresponding number of shares of H. J.
Heinz Company Common Stock (“Common Stock”) in the future, subject to the conditions and
restrictions set forth in this Agreement, including, without limitation, the vesting
conditions set forth in Paragraph 3 below. Your RSUs will be credited to a separate account
established and maintained by the Company on your behalf or by a third party engaged by the
Company for the purpose of implementing, administering, and managing of the Plan. Until the
Distribution Date (as defined herein), your RSUs are treated as unvested deferred compensation
amounts, the value of which is subject to change based on increases or decreases in the market
price of the Common Stock. Because the RSUs are not actual shares of Common Stock, you cannot
exercise voting rights on them until the Distribution Date.
	 
	3.	 	Vesting. You will become vested in the RSUs credited to your account according to
the following schedule: ___.
	 
	4.	 	Termination of Employment. The termination of your employment with the Company will
have the following effect on your RSUs:






	 	(a)	 	Retirement. If the termination of your employment with the Company is the
result of Retirement, any RSUs granted hereunder that remain unvested as of your Date
of Termination shall continue to vest in accordance with the vesting schedule set
forth in Paragraph 3 above, subject to the requirements of Paragraph 5 below.




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	 	(b)	 	Disability or Involuntary Termination without Cause. If the termination of
your employment with the Company is the result of Disability, or involuntary
termination without Cause, any RSUs granted hereunder that remain unvested as of your
Date of Termination shall continue to vest in accordance with the vesting schedule set
forth in Paragraph 3 above, subject to the requirements of Paragraph 5 of this
Agreement, but in no event later than the last business day of the month of the one
year anniversary of your Date of Termination.
	 
	 	(c)	 	Death. In the event that you should die while you are continuing to perform
services for the Company or following Retirement, any RSUs that remain unvested as of
the date of your death shall continue to vest in accordance with the vesting schedule
set forth in Paragraphs 3(a) and 3(b) above, but in no event later than the last
business day of the month of the one year anniversary of your Date of Termination.
	 
	 	(d)	 	Termination Following a Change in Control. In the event you terminate your
employment with the Company for Good Reason following a Change in Control, or the
Company terminates your employment other than for Cause following a Change in Control,
any RSUs that remain unvested as of your Date of Termination shall vest as set forth
in the Plan.
	 
	 	(e)	 	Other Termination. If your employment with the Company terminates for any
reason other than as set forth in subparagraphs (a), (b), (c) and (d) above, including
without limitation any voluntary termination of employment or an involuntary
termination for Cause, no further vesting will occur and you will immediately forfeit
all of your rights in any RSUs that remain unvested as of your Date of Termination.






	5.	 	Non-Solicitation/Confidential Information. In partial consideration for the RSUs
granted to you hereunder, you agree that you shall not, during the term of your employment by
the Company and for 12 months after termination of your employment, regardless of the reason
for the termination, either directly or indirectly, solicit, take away or attempt to solicit
or take away any other employee of the Company, either for your own purpose or for any other
person or entity. You further agree that you shall not, during the term of your employment by
the Company or at any time thereafter, use or disclose the Confidential Information (as
defined below) except as directed by, and in furtherance of the business purposes of, the
Company. You acknowledge that the breach or threatened breach of this Paragraph 5 will result
in irreparable injury to the Company for which there is no adequate remedy at law because,
among other things, it is not readily susceptible of proof as to the monetary damages that
would result to the Company. You consent to the issuance of any restraining order or
preliminary restraining order or injunction with respect to any conduct by you that is
directly or indirectly a breach or threatened breach of this Paragraph 5. Any breach by you
of the provisions of this Paragraph 5 will, at the option of the Company and




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	 	 	in addition to all other rights and remedies available to the Company at law, in equity or
under this Agreement, result in the immediate forfeiture of all of your rights in any RSUs
that remain unvested as of the date of such breach.
	 
	 	 	“Confidential Information” as used herein shall mean technical or business information not
readily available to the public or generally known in the trade, including but not limited
to inventions; ideas; improvements; discoveries; developments; formulations; ingredients;
recipes; specifications; designs; standards; financial data; sales, marketing and
distribution plans, techniques and strategies; customer and supplier information;
equipment; mechanisms; manufacturing plans; processing and packaging techniques; trade
secrets and other confidential information, knowledge, data and know-how of the Company,
whether or not they originated with you, or represent information which the Company
received from third parties under an obligation of confidentiality.
	 
	6.	 	Dividend Equivalents. An amount equal to the dividends payable on the shares of
Common Stock represented by the RSUs will be accrued and distributed upon vesting of such
RSUs, subject to forfeiture in the event of voluntary termination of employment prior to
vesting or involuntary termination of employment for Cause prior to vesting. These payments
will be calculated based upon the number of such vesting RSUs credited to your account as of
each quarterly dividend record date prior to vesting. These payments will be reported as
income to the applicable taxing authorities, and federal, state, local and/or foreign income
and/or employment taxes will be withheld from such payments as and to the extent required by
applicable law.
	 
	7.	 	Distribution. All RSU distributions will be made in the form of actual shares of
Common Stock and will be distributed to you as soon as administratively practicable following
one of the following dates (each, a “Distribution Date”):






	 	(a)	 	Default Distribution Date. Shares of Common Stock representing your RSUs will
be distributed to you on the date the RSUs vest, or, if such date is not a business
day, on the next business day, unless the Distribution Date is automatically deferred
as provided in subparagraph (b) below.
	 
	 	(b)	 	Section 16 Reporting Person Exception. If you are a reporting person of the
Company under Section 16 of the Securities Act of 1934 on the Distribution Date, the
Distribution Date will automatically be deferred to the close of business on the day
following the last day of your employment with the Company.






	 	 	Certificates representing the distributed shares of Common Stock will be delivered to the
firm maintaining your account as soon as practicable after a Distribution Date occurs.
Notwithstanding the foregoing, all vested RSUs will be distributed to you at the close of
business on the day following the last day of




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	 	 	your employment with the Company, or as soon as administratively practicable thereafter, if
you terminate employment with the Company for any reason.
	 
	8.	 	Taxes.






	 	(a)	 	Tax Withholding. On the Distribution Date, the Company will withhold a
number of shares of Common Stock that is equal, based on the Fair Market Value of the
Common Stock on the Distribution Date, to the amount of the federal, state, local,
and/or foreign income and/or employment taxes required to be collected or withheld
with respect to the distribution, or make arrangements satisfactory to the Company for
their collection.
	 
	 	(b)	 	Fringe Benefits Tax. By accepting the grant of RSUs, you consent and agree
to assume any liability for fringe benefit tax that may be payable by the Company
and/or your employer in connection with the RSUs. Further, by accepting the grant of
the RSUs, you agree that the Company and/or your employer may collect the fringe
benefit tax from you by any of the means set forth in Section 8(a) or any other
reasonable method established by the Company. You further agree to execute any other
consents or elections required to accomplish the above, promptly upon request of the
Company.






	9.	 	Non-Transferability. Your RSUs may not be sold, transferred, pledged,
assigned or otherwise encumbered except by will or the laws of descent
and distribution. You may also designate a beneficiary(ies) in the
event that you die before a Distribution Date occurs, who shall
succeed to all your rights and obligations under this Agreement and
the Plan. If you do not designate a beneficiary, your RSUs will pass
to the person or persons entitled to receive them under your will. If
you shall have failed to make a testamentary disposition of your RSUs
in your will or shall have died intestate, your RSUs will pass to the
legal representative or representatives of your estate.
	 
	10.	 	Employment Rights. You acknowledge and agree that nothing in this
Agreement or the Plan shall confer upon you any right with respect to
future awards or continuation of your employment, nor shall it
constitute an employment agreement or interfere in any way with your
right or the right of Company to terminate your employment at any
time, with or without cause, and with or without notice, subject to
the terms of any written employment contract that you may have with
the Company that is signed by both you and an authorized
representative of the Company.
	 
	11.	 	Collection and Use of Personal Data. You consent to the
collection, use, and processing of personal data
(including name, home address and telephone number, identification
number and number of RSUs held on your behalf) by the
Company or a third party engaged by the Company for the purpose of




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	 	 	implementing, administering and managing the Plan and any other stock option or stock
incentive plans of the Company (the “Plans”). You further consent to the release of
personal data (a) to such a third party administrator, which, at the option of the Company,
may be designated as the exclusive broker in connection with the Plans, or (b) to any
Subsidiary of the Company, wherever located. You hereby waive any data privacy rights with
respect to such data to the extent that receipt, possession, use, retention, or transfer of
the data is authorized hereunder.
	 
	12.	 	Future Awards. The Plan is discretionary in nature and the Company may modify,
cancel or terminate it at any time without prior notice in accordance with the terms of the
Plan. While RSUs or other awards may be granted under the Plan on one or more occasions or
even on a regular schedule, each grant is a one time event, is not an entitlement to an award
of RSUs in the future, and does not create any contractual or other right to receive an award
of RSUs, compensation or benefits in lieu of RSUs or any other compensation or benefits in the
future.
	 
	13.	 	Compliance with Stock Ownership Guidelines. All RSUs granted to you under this
Agreement shall be counted as shares of Common Stock that are owned by you for purposes of
satisfying the minimum share requirements under the Company’s Stock Ownership Guidelines
(“SOG”). Notwithstanding the foregoing, you acknowledge and agree that, with the exception of
the number of shares of Common Stock withheld to satisfy income tax withholding requirements
pursuant to Paragraph 8 above, 75% of the shares of Common Stock represented by the RSUs
granted to you hereunder cannot be sold or otherwise transferred, even after the Distribution
Date, unless and until you have met the Company’s SOG’s minimum share ownership requirements.
The Management Development & Compensation Committee may not approve additional RSU awards to
you unless you are in compliance with the terms of this Paragraph 13 and the applicable SOG
requirements.
	 
	14.	 	Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania, without regard to its choice of law provisions.




This RSU Award is subject to your on-line acceptance of the terms and conditions of this Agreement
through the Fidelity website.





	 	 	 	 	 	 	 	 
	 	 	 	 	H. J. HEINZ COMPANY
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William R. Johnson
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	William R. Johnson

Chairman of the Board, President and

Chief Executive Officer
	Accepted:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 






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